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Subsequent Events
3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events

(14) Subsequent Events

 

On April 18, 2021, the Company entered into an agreement (the “Purchase Agreement”) with Etelequote Limited, a company incorporated and existing under the laws of Bermuda (“Bermuda Parent”), whereby a newly-formed subsidiary of the Company, Primerica Newco, Inc. (“Acquisition Holdco”), will acquire 80% of the capital stock of Bermuda Parent’s operating subsidiaries (the “Acquired Companies”). These operating subsidiaries include e-TeleQuote Insurance, Inc. (“e-TeleQuote”), a Florida corporation that operates as a field marketing organization and licensed insurance agency appointed to sell Medicare health plan options in the United States and Puerto Rico.

 

Under the terms of the Purchase Agreement, Primerica will acquire 80% of e-TeleQuote representing a $600 million enterprise value and a $450 million implied equity value on an estimated $150 million in debt at closing. The total consideration to be provided by the Company at the closing of the transaction (the “Closing”) is expected to be (i) approximately $345 million in cash, subject to adjustment as specified in the Purchase Agreement, (ii) $15 million in an unsecured, subordinated note, guaranteed by the Company and issued by Acquisition Holdco to Bermuda Parent’s majority shareholder (the “Majority Shareholder Note”), (iii) common shares of Acquisition Holdco constituting 20% of the total issued and outstanding shares of capital stock of Acquisition Holdco, all of which will be issued to Bermuda Parent’s minority shareholders, primarily members of management of e-TeleQuote, and (iv) the replacement of Bermuda Parent’s existing debt with lower cost funding provided by Primerica. The Purchase Agreement also contemplates the potential for contingent consideration of up to $50 million to be paid to the selling shareholders in the form of earnout payments of up to $25 million in each of 2022 and 2023 based on Acquired Companies’ achievement of specified EBITDA targets as defined in the Purchase Agreement.  

 

The Company expects to fund the transaction, which is expected to close in July 2021, with $370 million of cash on hand, a $125 million draw from the Revolving Credit Facility, and the $15 million Majority Shareholder Note. Under the terms of the Purchase Agreement, the Company will purchase the remaining 20% of Acquisition Holdco through call and put rights exercisable up to four years at formulaic prices calculated at a discount to e-TeleQuote’s publicly-traded peer company multiples.  As a result of the Purchase Agreement, the Company expects to suspend stock repurchases in 2021.